General Terms and Conditions

§ 1 Scope

(1) These General Terms and Conditions apply to all our business relationships with our customers (‘Buyer’). They apply only if the Buyer is an entrepreneur within Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.

(2) These terms apply in particular to contracts for the sale and/or delivery of movable goods, regardless of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433 and 650 BGB). Unless otherwise agreed, the version in force when the Buyer orders, or at least the version most recently communicated to the Buyer in text form, also applies as a framework agreement to similar future contracts without a separate reference in each case.

(3) Our terms apply exclusively. Different, conflicting or supplementary terms of the Buyer become part of the contract only to the extent that we expressly consent to their application. This requirement applies in every case, including when we deliver without reservation while aware of the Buyer’s terms. Any conflicting prohibition on assignment is expressly rejected.

(4) Individual agreements with the Buyer, including ancillary agreements, additions and amendments, always take precedence over these terms. Subject to evidence to the contrary, a written contract or our written confirmation determines the content of such agreements.

(5) Legally relevant declarations and notices by the Buyer concerning the contract, such as setting deadlines, reporting defects, withdrawal or price reduction, must be made in writing or text form, for example by letter, email or fax. Statutory form requirements and further evidence, particularly where the declarant’s authority is in doubt, remain unaffected.

(6) References to statutory provisions are for clarification only. Statutory provisions therefore also apply without such references unless these terms directly modify or expressly exclude them.

§ 2 Formation of contract

(1) Our offers are subject to change and non-binding. This also applies when we provide the Buyer with catalogues, technical documentation, other product descriptions or documents, including electronically, in which we reserve ownership and copyright.

(2) The Buyer’s order constitutes a binding contractual offer. Unless the order states otherwise, we may accept it within four weeks of receipt.

(3) Acceptance may be declared in writing, for example by order confirmation, or by delivery of the goods to the Buyer.

§ 3 Delivery period and delay

(1) The delivery period is individually agreed or specified when we accept the order. Otherwise, it is approximately four weeks from conclusion of the contract.

(2) If we cannot meet binding delivery periods for reasons outside our responsibility (unavailability of performance), we will inform the Buyer promptly and state the anticipated new delivery period. If performance remains unavailable within that period, we may withdraw from the contract in whole or in part and promptly refund any consideration already paid. Unavailability includes, in particular, our supplier’s failure to deliver on time where we concluded a corresponding covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the goods in the individual case.

(3) Our delay is determined by statutory provisions, but a reminder by the Buyer is required in every case. If we are in delivery delay, the Buyer may claim liquidated compensation of 0.5% of the net price (delivery value) of the delayed goods for each completed calendar week, up to a total of 5%. We may prove that no damage, or substantially less damage, occurred.

(4) The Buyer’s rights under Section 7 of these terms and our statutory rights, particularly where the duty to perform is excluded because performance or subsequent performance is impossible or unreasonable, remain unaffected.

§ 4 Delivery, transfer of risk, acceptance and default of acceptance

(1) Delivery is ex warehouse, which is also the place of performance for delivery and any subsequent performance. At the Buyer’s request and expense, goods are shipped elsewhere. Unless otherwise agreed, we may determine the shipping method, particularly the carrier, route and packaging.

(2) The risk of accidental loss and deterioration transfers to the Buyer upon handover at the latest. For shipment sales, these risks and the risk of delay transfer when the goods are handed to the forwarding agent, carrier or other person or institution appointed to ship them. If acceptance is agreed, acceptance determines the transfer of risk; statutory rules for contracts for work apply accordingly. Default of acceptance by the Buyer is equivalent to handover or acceptance.

(3) If the Buyer defaults on acceptance, fails to cooperate or causes another delivery delay, we may claim compensation including additional expenses such as storage. We charge liquidated compensation of 0.5% of the delivery value per completed calendar week, starting with the delivery deadline or, if none exists, notice that the goods are ready for shipment, up to 5% even for longer delays. Proof of higher damage and statutory claims, including additional expenses, reasonable compensation and termination, remain unaffected; the fixed amount is credited against further monetary claims. The Buyer may prove that no damage or substantially less damage occurred.

§ 5 Prices and payment terms

(1) Unless individually agreed otherwise, our prices current at contract conclusion apply, ex warehouse plus statutory VAT.

(2) For shipment sales (Section 4(1)), the Buyer bears transport costs from the warehouse and any transport insurance requested by the Buyer, as well as customs duties, fees, taxes and other public charges.

(3) The purchase price is due within 14 days of invoicing and delivery or acceptance. Even during an ongoing business relationship, we may require full or partial advance payment for a delivery. We will declare such a reservation no later than the order confirmation.

(4) We may assign claims arising from our business relationship.

(5) The Buyer defaults when the above payment period expires. If more than one liability is overdue, all claims against the Buyer become immediately due. Interest accrues at the applicable statutory default rate. We reserve the right to claim further damage caused by default. Our right to commercial due-date interest under Section 353 of the German Commercial Code (HGB) remains unaffected.

(6) The Buyer may offset or retain payment only insofar as its claim is legally established or undisputed. Where delivery is defective, the Buyer’s counter-rights, particularly under Section 7(6), sentence 2, remain unaffected.

(7) If it becomes apparent after contract conclusion, for example through an insolvency application, that our claim for payment is jeopardised by the Buyer’s inability to perform, statutory provisions permit us to refuse performance and, where applicable after setting a deadline, withdraw from the contract (Section 321 BGB). For contracts to manufacture non-fungible goods or custom items, we may withdraw immediately; statutory rules dispensing with a deadline remain unaffected.

§ 6 Retention of title

(1) We retain ownership of sold goods until all present and future claims under the purchase contract and the ongoing business relationship (secured claims) are paid in full.

(2) Before full payment of secured claims, retained goods may neither be pledged to third parties nor transferred as security. The Buyer must notify us promptly in text form of third-party access to goods belonging to us.

(3) If the Buyer breaches the contract, particularly by failing to pay a due price, we may withdraw under statutory provisions and demand return of the goods on the basis of retention of title and withdrawal. For non-payment, we may exercise these rights only after an appropriate payment deadline has expired unsuccessfully or where statutory provisions make such a deadline unnecessary.

(4) Until revoked under (c), the Buyer may resell and/or process retained goods in the ordinary course of business. The following additionally applies: (a) Retention of title extends at full value to products arising through processing, mixing or combining our goods, with us deemed the manufacturer. Where a third party retains ownership of other goods, we acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. The resulting product is otherwise treated like goods delivered under retention of title. (b) The Buyer hereby assigns to us as security all third-party receivables arising from resale, or the portion corresponding to our co-ownership. We accept the assignment. The duties in paragraph 2 also apply to assigned receivables. (c) The Buyer remains authorised alongside us to collect receivables. We undertake not to collect while the Buyer meets its payment obligations, its ability to perform is not impaired and we have not invoked retention of title under paragraph 3. Otherwise, we may demand disclosure of assigned receivables and debtors, all necessary collection information and documents, and notification of assignment to the debtors. We may also revoke the Buyer’s authority to resell and process retained goods. (d) If the realisable security value exceeds our claims by more than 10%, we will release security of our choice at the Buyer’s request.

§ 7 Buyer’s claims for defects

(1) Statutory provisions govern the Buyer’s rights for material and legal defects, including incorrect or short delivery and improper assembly or defective instructions, unless otherwise specified below. Special statutory rules for final delivery to consumers, including supplier recourse under Sections 478 and 479 BGB, remain unaffected.

(2) Our liability for defects is based primarily on the agreed quality of the goods. Product descriptions and manufacturer information forming part of the individual contract or made public by us, particularly in catalogues or on our website, at contract conclusion constitute quality agreements.

(3) Where quality has not been agreed, defects are assessed under statutory rules (Section 434(1), sentences 2 and 3 BGB). We do not, however, accept liability for public statements by manufacturers or other third parties, such as advertising statements.

(4) The Buyer’s defect claims require compliance with statutory inspection and notification duties (Sections 377 and 381 HGB). Goods intended for installation or further processing must always be inspected immediately before processing. Defects found on delivery, inspection or later must be reported promptly in writing. In every case, obvious defects must be reported within five working days of delivery and defects not identifiable on inspection within the same period after discovery. Failure to inspect or report properly excludes our liability for the unreported defect.

(5) If delivered goods are defective, we may initially choose subsequent performance through repair or replacement with defect-free goods. Our statutory right to refuse subsequent performance remains unaffected.

(6) We may make subsequent performance conditional on payment of the due purchase price. The Buyer may, however, retain a portion of the price reasonably proportionate to the defect.

(7) The Buyer must give us the time and opportunity necessary for subsequent performance, particularly by providing the goods complained of for inspection. For replacement delivery, defective goods must be returned under statutory provisions. Subsequent performance excludes removal and reinstallation where we were not originally obliged to install the goods.

(8) Where a defect actually exists, we bear or reimburse inspection and subsequent-performance expenses under statutory rules, including transport, travel, labour and materials and, where applicable, removal and installation. Otherwise, we may seek reimbursement of costs caused by an unjustified request, particularly inspection and transport costs, unless the absence of a defect was not recognisable to the Buyer.

(9) If subsequent performance fails, an appropriate deadline set by the Buyer expires unsuccessfully or a deadline is legally unnecessary, the Buyer may withdraw or reduce the price. Minor defects do not give a right of withdrawal.

(10) The Buyer’s claims for damages or reimbursement of wasted expenditure exist only under Section 8 and are otherwise excluded.

§ 8 Other liability

(1) Unless these terms, including the following provisions, specify otherwise, liability for breaches of contractual and non-contractual duties is governed by statutory provisions.

(2) Regardless of legal basis, we are liable for damages arising from intentional misconduct or gross negligence within fault-based liability. For ordinary negligence, subject to any milder statutory standard such as care in one’s own affairs, we are liable only (a) for harm to life, body or health, and (b) for damage from a more than insignificant breach of an essential contractual duty, meaning a duty necessary for proper performance and on which the contractual partner regularly relies and may rely. In case (b), liability is limited to foreseeable, typical damage.

(3) The limitations in paragraph 2 also apply to breaches by, or for the benefit of, persons for whose fault we are legally responsible. They do not apply to fraudulently concealed defects, guarantees of quality or the Buyer’s claims under the German Product Liability Act.

(4) For a breach other than a defect, the Buyer may withdraw or terminate only if we are responsible. A discretionary termination right, particularly under Sections 650 and 648 BGB, is excluded. Otherwise, statutory requirements and consequences apply.

§ 9 Limitation periods

(1) In deviation from Section 438(1), number 3 BGB, the general limitation period for material and legal defect claims is one year from delivery. If acceptance is agreed, the period starts on acceptance.

(2) If the goods are a building or an item used for a building according to its usual purpose that caused the building’s defect (building material), the statutory period is five years from delivery (Section 438(1), number 2 BGB). Other special statutory limitation rules remain unaffected, particularly Section 438(1), number 1, paragraph 3, and Sections 444 and 445b BGB.

(3) These sales-law limitation periods also apply to contractual and non-contractual damage claims based on a defect, unless the regular statutory period under Sections 195 and 199 BGB would be shorter in the individual case. Damage claims under Section 8(2), sentence 1 and sentence 2(a), and the Product Liability Act are subject exclusively to statutory limitation periods.

§ 10 Applicable law and jurisdiction

(1) These terms and all legal relationships between us and the Buyer are governed by the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods.

(2) If the Buyer is a merchant under the HGB, a legal entity under public law or a special fund under public law, our registered office in Cologne is the exclusive place of jurisdiction, including internationally, for disputes arising from the contract. The same applies if the Buyer is an entrepreneur under Section 14 BGB. We may nevertheless bring proceedings at the Buyer’s general place of jurisdiction. Overriding statutory provisions, particularly those on exclusive jurisdiction, remain unaffected.

§ 11 Final provisions

(1) If individual provisions are or become invalid or unenforceable after contract conclusion, the remaining provisions remain valid. An effective, enforceable provision whose effects most closely match the parties’ intended economic purpose is to replace the invalid or unenforceable provision. The same applies to contractual gaps.

(2) Amendments and additions to these terms must be in written form. This also applies to amendments of this written-form clause.